CODE OF BUSINESS CONDUCT AND ETHICS*1

Table of Contents

A Spirit of Wipro
B Chairman’s Message
C What is Code of Business Conduct and Ethics?
D How to use this Code?
E Applicability
F Where to Go for Help
G Duty to speak up
H Limitations to the Code of Business Conduct and Ethics

POLICIES
1 Policy on Business Relationships
2 Policy on Conflict of Interest
a. Employment of Relatives
b. Outside Employment
3 Controllership Policy
4 Policy on Insider Trading and Unfair Trade Practices in Securities Market
5 Policy on Intellectual Property
6 Policy on Free and Fair Competition/Anti-trust
7 Policy on Foreign Corrupt Practices Act
8 Policy on Electronic Resources
9 Privacy and Confidentiality Policy
10 Policy on Equal Employment Opportunity Policy, Employment Policy and
Prohibition of Harassment & Discrimination
11 Policy on Separation
12 Policy on Media and Advertisement
13 Policy on Environment, Health and Safety
14 Policy on Maintaining And Managing Records
15 Policy on Records on Legal Hold
16 Policy on Export Controls
17 Policy on Confidential Information
18 Policy on Selecting Suppliers
19 Policy on Lobbying
20 Policy on Government Contracts
21 Policy on Elimination of Child Labour
22 Policy on Anti-boycott

*The COBC was originally approved and made effective in 2002

- Amendments reviewed, approved on and effective from February 19, 2007
- Further amendments reviewed, approved on and effective from April 22, 2009 and October 27,
2009

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23 Policy on Freedom of Association
24 Policy on Abolition of Forced Labour.
25 General
26 Procedure for reporting concerns
27 Method to report or raise concerns

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 INTRODUCTION

A. SPIRIT OF WIPRO
.
The Spirit of Wipro* represents core values of Wipro. The three values
encapsulated in the Spirit of Wipro are:

Intensity to Win

• Make customers successful

• Team, innovate and excel

Act with Sensitivity

• Respect for the individual
• Thoughtful and responsible

Unyielding Integrity

• Delivering on commitments
• Honesty and fairness in action

* For more details read our booklet ‘Spirit of Wipro‘

B. CHAIRMAN’S MESSAGE

Spirit of Wipro is the essence of Wipro. Through its three Values - Intensity to
Win, Act with Sensitivity, and Unyielding Integrity - the Spirit of Wipro will guide
you through challenging situations and dilemmas, by serving as a beacon that
guides action. The Spirit is the touchstone of our ethics and behavior. As a
Wiproite, you have joined a culture where you are a custodian of this Spirit of
Wipro.

One of the Values we cherish is “Unyielding Integrity”. At a basic level, Integrity is

about action and behavior that is compliant with the law of the land. But Integrity
means more than that. It is about delivering on the commitments that we make,
for our word must become our deed. We have always believed that there can be
no compromise on Integrity. As Wiproites, we must always establish the foremost
standards of honesty and fairness, without compromise, ever.

But Integrity has an even higher meaning: And that is a commitment to searching
for and acting on the truth. I know this is not easy, but this has to be the
endeavor. This is the path to “Unyielding Integrity”.

I believe that you have the maturity and integrity to make the right call when
faced with an ethical dilemma. This document seeks to serve two purposes. One,
to guide you through the seemingly tough choices you may be faced with in the

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daily execution of your role. And two, to help create confidence in the minds of
our customers, investors, suppliers and the society at large with respect to our
dependability and sincerity.

Live the Spirit of Wipro

Azim Premji

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C. WHAT IS CODE OF BUSINESS CONDUCT AND ETHICS (“COBC”)

Integrity is telling oneself the truth and honesty is telling the truth to other people.
COBC is designed to help employees recognize and deal with ethical issues in
their work. Wipro’s policy is to comply with all applicable laws and regulations,
being committed to conducting business in an ethical manner and acting with
integrity in dealing with our customers, suppliers, partners, competitors,
employees and its other stakeholders.

D. HOW TO USE THIS CODE?

Consider this COBC as a guide to help whenever you have a question about
ethics or if you are faced with an ethical dilemma. COBC may not address all
the situations which employees may encounter in their day-to-day work. It is also
not always easy to determine the ethical or “right” thing to do in a particular
situation. Sometimes, because of the highly complex rules and regulations that
govern the way you do business, a decision is not clear-cut. You are
encouraged to exercise good judgement in your decision-making and when in
doubt, feel free to approach your supervisor or Talent Engagement &
Development or Human Resources or other designated persons mentioned in
COBC for proper guidance.

E. APPLICABILITY

COBC is applicable to all Wipro employees (core, contract, retainer, consultant or

any other category) and members of the Board of Directors. Wipro includes all
subsidiaries and affiliate companies.

Wipro requires its suppliers, service providers, agents, channel partners (dealers,
distributors and others) to conduct their businesses in a legal and ethical manner.

To support the requirement for complete and accurate financial records and
reporting, Wipro’s Principal and Financial Officers have an additional Code of
Conduct apart from the COBC.

Legal and Compliance Team of Wipro administers compliance review

process/programs to promote Wipro’s commitment to integrity and values as set
forth in the COBC and to ensure compliance with applicable laws, rules, and
regulations. These programs will guide employees on improved awareness of
Wipro policies and procedures for ethical business conduct, help them resolve
concerns and report suspected violations. Managers are responsible for
supporting implementation of ethics and business conduct programs and
monitoring compliance of Wipro’s values and ethical business conduct guidelines
through such programs.

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All employees must abide by the COBC and take up annual certification, which
enhances their understanding of the COBC. Employees are encouraged to ask
questions, seek guidance, report suspected violations, and express concerns
regarding compliance with the COBC and the related procedures.

All new hires must undergo COBC training as part of their induction programs
and it is also important for them to electronically confirm having read and
understood before beginning their work. If any employee has concerns regarding
electronic confirmation they are advised to discuss their concerns with their
Supervisor/HR Manager. In any case, employees must follow and abide by the
COBCE even if they fail to confirm.

F. WHERE TO GO FOR HELP?

Wipro’s endeavour is to foster an environment of open and honest

communication. So, if an employee has a concern about a legal or business
conduct issue, s/he has options.

What should an employee do if s/he has a question or concern about compliance

and integrity standards? The important thing is for her/him to ask the question or
raise the concern.

Employee’s immediate supervisor is usually a good place to start with a

compliance or integrity issue.

Employees may also get help or advice from:

• Supervisor
• Supervisor’s supervisor
• Business unit lawyer
• Business unit Talent Engagement & Development(TED)/HR Manager
• Ombudsperson

G. DUTY TO SPEAK UP

We cannot live up to our commitments of acting with integrity if employees, as

individuals, do not speak up when they feel the need. That is why, in addition to
knowing the legal and ethical responsibilities that apply to a job, employees are
encouraged to speak up if:

• Employees are unsure about the proper course of action and need advice.
• Employees believe that someone acting on behalf of Wipro is doing — or
may do — something that violates the law or Wipro’s compliance and
integrity standards.
• Employees believe that they may have been involved in a possible
misconduct.

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H. OVERRIDING EFFECT OF COBCE

COBCE is, at places, more restrictive than the applicable laws and regulations,
and employees are required to abide by the COBC even when it imposes
requirements that go beyond legal obligations. If employees are uncertain of the
applicable legal requirements or if they believe that they are subject to conflicting
legal obligations, they must bring the matter to the attention of the HR Manager
or Compliance & Legal team immediately.

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THE POLICIES

1. POLICY ON BUSINESS RELATIONSHIPS

Wipro, as an international business organisation, is required to interact and

transact with a variety of business organizations including international
organizations and governments in different jurisdictions. By maintaining the
highest level of corporate integrity through open, honest and fair dealings, Wipro
earns trust for its products and services from all stakeholders and every person
with whom Wipro comes in contact.

Wipro will only obtain and conduct business legally and ethically. The quality of
our products and the efficiency of our services at the most competitive prices are
our greatest tools in marketing our business. Profits do not justify unfair/
unethical business tactics. Employees must uphold the highest standards of
integrity in all third party dealings. The world today is moving towards ethical
business strategies, whether it is Wipro’s customers, investors, suppliers,
employees or any other stakeholder, everyone is looking for dependability and
protection of their interests. Hence, honesty is not only the best policy but it is the
best and everlasting business policy.

No person to whom the COBCE applies must give, offer, promise to offer, or
authorize the offer, directly or indirectly (proxy bribing), anything of value (such
as money, shares, goods or service) to government officials, customers, potential
customers, foreign officials including officials of any public international
organisations which could be regarded as influencing any business decision or to
obtain improper advantage. Business courtesy such as Gifts or Entertainment
shall not be offered by Wipro employees that could be regarded as influencing
any business decision, or creating appearance of misconduct. Wipro shall not
involve itself or tolerate any business practice which is not in line with the Policy
on Business Relationships.

A contribution or entertainment must never be offered in a circumstance

appearing improper. But some very modest gifts, with a value not exceeding
US$ 50 or equivalent currency (in case of employees in US and Europe with a
value not exceeding US$ 100 or equivalent currency) may be acceptable if they
meet the following criteria:

• They are consistent with accepted business practices.

• They do not violate applicable law.
• They cannot be reasonably construed as payment or consideration for
influencing or rewarding a decision or action.
• Their public disclosure would not embarrass Wipro.

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GIVING GIFTS

In general no Gifts shall be offered to any customers, vendors, Government

Officials etc.

Exceptions:

a. Customary Gifts of value lower than or equal to the Acceptable Limit.

b. Business lunch (or breakfast or dinner) at Wipro cafeteria or externally of a
reasonable value may be provided to customers, visitors and business
contacts/ associates.

Relationship with the Government Officials

Extra care and caution needs to be taken when dealing with Government
Officials. No Gifts or other benefits including Entertainment shall be offered to
Government Officials which could be considered as influencing any business
decision or to obtain improper advantage.

Exceptions:

a. Provision of local conveyance to the Government Officials while they are

visiting our campus for any inspection/ audit. However, this would require
prior approval of your immediate Supervisor.
b. Business lunch: Same rules as applicable to visitors and business
contacts.

Note: Giving any gifts that could influence or could reasonably give the appearance of
influencing Wipro’s business relationship with or having a potential conflict of interest is
prohibited.

Employees are required to report correctly in their expense reports, all expenses
for any Gifts given or Entertainment provided as part of any normal and
acceptable business practice in the course of their employment, and must
accurately state the purpose for the expenditure.

Wipro’s accounting records and supporting documents must accurately describe

and reflect the nature of the underlying transactions.

Any agents acting on Wipro’s behalf must also never give a Gift of any kind to
anyone doing business with Wipro or seeking to do business with Wipro that is
not within the Acceptable Limit. Third party suppliers and consultants are also
expected to follow this Policy in letter and spirit and not indulge in any “proxy
bribing”.

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For a better understanding of the category of Giving and Receiving Gifts
under the policy, we have further classified this into three categories:

a. Usually OK
b. Always Wrong
c. Always Ask/ Always Hand Over

GIVING GIFTS
USUALLY OK ALWAYS WRONG ALWAYS ASK
Examples of what is Examples of what is Examples of when you
generally generally always wrong: must always ask:
acceptable/usually OK and
does not require approval:
• Giving any Gift of cash • Cases that do not fall
• Giving Gifts or or cash equivalent (gift into the first two
Business vouchers, gift cheques categories: Eg: Giving
Amenities/Entertainme etc.) promotional items in
nt of value up to the • Using your own money excess of the
Acceptable Limit. or resources to pay for Acceptable Limit.
• Other reasonable and Gifts or Business .
Customary Gifts and Amenities/Entertainme Employees need to get prior
Entertainment within nt for a customer, approval from their immediate
the Acceptable Limit vendor or supplier supervisor before giving such
• Giving promotional Gifts or Entertainment.
items within the above Upon receipt of prior
value, such as pens, approval, employees are
diaries and calendars requested to disclose offering
and other Wipro logo- of any such Gifts or
ware. Entertainment which is above
the Acceptable Limit in the
Gift Disclosure Tracker.

RECEIVING GIFTS
USUALLY OK ALWAYS WRONG ALWAYS HAND OVER
Examples of what is Examples of what is Examples of when you
generally generally always wrong must always hand over the
acceptable/usually OK and include; gifts, include;
does not require approval
include; • Receiving any Gift of • In case of anything
cash or cash that does not fall into
• Receiving Gifts of upto equivalent (gift the first two
Acceptable Limit. vouchers, gift categories: Eg. Items
• Receiving Customary cheques, etc) having a value in
Gifts and • Accept or request excess of the
Entertainment when it anything as a “quid pro Acceptable Limit.
is customarily offered quo” or as part of an

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 to a Group including agreement to do Offer of tickets for special
you. anything in return for events like sports matches,
• Discounts or bonus the gift or shows, entry to restricted
programs (like entertainment. areas (where these usually
frequent flier, credit have a value of more than the
card points) offered by Acceptable Limit) – by a
transportation person or Corporation with
companies, hotels, whom you have a business
resorts or holiday association or potential to buy
homes which are services.
offered to travelers On receiving the gift,
and guests generally. employee must update the
• Mementos for Gifts Disclosure Tracker and
participating in a follow the process.
conference as a guest
speaker or attendees
upto Acceptable Limit.
• Awards, rewards by
customers given
based on employee’s
performance and work
recognition of any
value.
• Sweets, chocolates
and other perishables.
In case the value is
less than the
Acceptable Limit,
employee can use it as
he desires. But if the
value is above the
Acceptable Limit, it is
advisable that these
be accepted and
distributed among
team members or
colleagues in office.
(Except wine which
may not be distributed
in the office but
otherwise).
An employee may accept Gifts up to the Acceptable Limit per source per
occasion, so long as the aggregate market value of the Gifts received (under this
rule) from one source does not exceed the Acceptable Limit in a calendar year.

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Buying down

If an employee is offered a Gift that has a value over Acceptable Limit, he/she
shall not “buy the gift down” to the Acceptable Limit. For example, if you are
offered a ticket in excess of the Acceptable Limit to watch a game, you must not
pay $15 to whoever is offering the ticket, and then accept the ticket under the
Acceptable Limit.

GIFT DISCLOSURE TRACKER

If you are about to offer any Gift or Entertainment falling under the category of
‘Always Ask’, you are required to follow the prior approval process for the offer of
such Gift or Entertainment, which needs to be obtained from your immediate
Supervisor and thereafter also disclose the offer of such Gift or Entertainment in
the Gifts Disclosure Tracker.

If you are about to receive or have received any Gift or Entertainment or have
been offered a Gift or Entertainment falling under the category of ‘Always Hand
Over’, you are required to disclose the receipt of such Gift in the Gifts Disclosure
Tracker.

2. CONFLICT OF INTEREST POLICY

The term ‘conflict of interest’ refers to situations in which financial or personal

considerations may compromise, or have the appearance of compromising our
judgment of professional activities. A conflict of interest exists where the interests
or benefits of one person or entity conflict with the interests or benefits of Wipro.
Situations of actual or potential conflicts of interest are to be avoided by all
employees. Personal involvement with a competitor, client, or subordinate
employee of Wipro that affects an employee's ability to exercise good judgment
for Wipro creates an actual or potential conflict of interest.

Some examples of potential conflicts of interest are:

• Working directly or indirectly either as an officer, employee, consultant or

agent for a competitor or client;
• Engaging in an activity that is in competition with Wipro;
• Using proprietary or confidential information of Wipro for personal gain;
• Having a direct or indirect financial interest in a competitor or client;
• Unauthorized use, or disclosure, employee’s knowledge of Wipro's
customers, suppliers, vendors, etc. for personal advantage;
• Offering or issuing of shares of Wipro to an existing or prospective
customer with intent to influence the customer to take a decision in favour
of Wipro.

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Any employee involved in any of the above types of relationships or situations
must immediately and fully disclose the relevant circumstances to his or her
supervisor for a determination as to whether or not an actual or potential conflict
exists.

Employees at Wipro must devote their full attention to the business interests of
Wipro. Employees are not allowed to engage in any activity that interferes with
their performance or responsibilities to Wipro or is otherwise in conflict with or
prejudicial to the interests of Wipro. It is a conflict of interest to serve as a director
of any company that competes with Wipro. Although an employee may serve as
a director of a Wipro supplier, customer, developer, or other business partner,
our policy requires that one must first obtain approval from Wipro’s Compliance &
Legal team before accepting a directorship.

As a general rule, employees must avoid conducting Wipro’s business with a

relative (which includes a ‘significant other’) or a business in which a relative is
associated in key role. If such a related-party transaction is unavoidable,
employees must fully disclose the nature of the related-party transaction to
respective TED/HR Manager and take the prior consent.

Key related-party transactions, particularly those involving Wipro's directors or

executive officers, will be reviewed and approved in writing in advance by Wipro's
Board of Directors and Wipro will report all such key related-party transactions
under applicable accounting rules, Indian and US laws. Any dealings with a
related party must be conducted in a way that no preferential treatment is given
to this business.

Outside publication of books, articles or manuscripts which relate in any way to

Wipro’s business by an employee will require prior approval of the supervisor and
TED/HR Manager. If the author publicizes the fact that s/he is an employee of
Wipro, the publication must state that: ‘The views expressed in this
article/presentation are that of mine and Wipro does not subscribe to the
substance, veracity or truthfulness of the said opinion’.

On a case-by-case basis, employees may be permitted to work for Non-

Governmental Organizations, clubs and charitable institutions. The employee
must ensure that his/her services do not affect Wipro’s interest. The employee
must not accept remuneration for any service rendered by him/her except
reimbursement of expenses that has been incurred by him/her for providing the
service (travel expenses, lodging, boarding, etc).

If a proposed transaction or situation raises any questions or doubts, employees

shall consult the Compliance & Legal Department or Human Resources
Department.

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2a. Employment of Relatives

Members of an employee's immediate family may be considered for employment

on the basis of their qualifications. Immediate family members may be hired, if
such employment would:

• Not create a direct supervisor/subordinate relationship with a family

member.
• Not create a conflict of interest.

The purpose of this policy is to prevent the organizational impairment and

conflicts that are a likely outcome of the employment of relatives or significant
others, especially in a supervisor/subordinate relationship. Willful withholding of
information regarding a prohibited relationship/reporting arrangement may be
subject to corrective action, up to disciplinary action including termination. If a
prohibited relationship exists or develops between two employees, both
employees involved must bring this to the attention of his/her supervisor and
TED/HR Manager.

This policy must also be considered when assigning, transferring or promoting an

employee. For the purpose of this policy, immediate family includes: parent
(including step parent), grandparent, spouse, son, daughter, sibling (including
half or step brother or sister), mother-in-law, father-in-law, sister-in-law, brother-
in-law, son-in-law, and daughter-in-law and step-child. This policy also applies to
close personal relationships.

Employees who marry or establish a close personal relationship may continue

employment as long as it does not result in the above. If one of the situations
outlined above shall occur, attempts will be made to find a suitable position to
which one of the employees will be transferred. If accommodations of this nature
are not feasible, the employees involved will be permitted to determine which of
them will resign.

2b. Outside Employment

It is not the intent of Wipro to restrict the activities of employees on their own
time. A policy on outside employment is deemed necessary to prevent conflicts
of interest, consistent with applicable state law. Therefore, every employee of
Wipro shall not work for either a competitor or supplier of Wipro. Employees
shall not engage in any outside employment, including any self employment or
independent contracting activities that might conflict with scheduled hours,
overtime hours (when required), or the proper performance of their job functions
for Wipro, including emergency work, or otherwise restrict employees to respond
to the needs of Wipro or its clients. In no event shall any employee actively

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engage in self employment or independent contracting activities in competition
with Wipro.

Similarly, weekend work by employees for remuneration may also fall foul of the
conflict and needs prior approval after examining the matter. Approval shall be
obtained from Supervisor and followed by an email with cc to Legal Counsel or
TED/HR Head of Business.

If employees have any questions about this policy, or if employees believe a

conflict of interest exists or may be interpreted as existing, please speak to
TED/Human Resources Department.

3. CONTROLLERSHIP POLICY

Employees of Wipro must have a responsibility to protect the assets of Wipro,

ensure optimal utilization of assets and to report and record all transactions.
Employees must protect Wipro’s assets from loss, damage, misuse or theft and
assets may only be used for business purposes and other purposes specifically
approved by management and must never be used for illegal purposes.
Employees who violate any aspect of this policy or who demonstrate poor
judgment in the manner in which they use any Wipro asset may be subject to
disciplinary action, at the Wipro's sole discretion. Wipro assets are to be used for
Wipro business purposes only. Employees may neither use Wipro assets for
personal use, nor shall they allow any other person to use Wipro assets.

Employees must understand and comply with Wipro’s policies governing

employment practices, for eg. reimbursement of expenses incurred on travel,
business entertainment, medical expenses, etc. Employees who have any
questions regarding this policy shall bring them to the attention of the
TED/Human Resources or Legal Department.

Wipro’s responsibility to its shareholders and the investing public require that all
transactions be fully and accurately recorded in Wipro's books and records in
compliance with all applicable laws. False or misleading entries, unrecorded
funds or assets, or payments without appropriate supporting documentation and
approval are strictly prohibited and violate Wipro policy and the law. Additionally,
all documentation supporting a transaction shall fully and accurately describe the
nature of the transaction. Inaccurate records can harm Wipro in many ways,
including, weakening the effectiveness of our internal controls.

4. POLICY AGAINST INSIDER TRADING AND UNFAIR TRADE

PRACTICES IN THE SECURITIES MARKET

Insider trading is prohibited by both laws as well as by Wipro policy. Insider

trading generally involves the act of subscribing or buying or selling of Wipro’s
securities, when in the possession of any unpublished price sensitive information

15
about Wipro. It also involves disclosing any unpublished price sensitive
information about Wipro to others who could subscribe or buy or sell Wipro’s
securities.

Insider trading invokes severe civil and criminal penalties not only on the insider
but also on Wipro in certain circumstances under Federal Securities Statutes of
the United States of America (U.S.) as well as the Regulations issued in India
under the Securities and Exchange Board of India (SEBI) Act, 1992. “Price
sensitive information” is information which relates directly or indirectly to a
company and which if published is likely to materially affect the price of securities
of a company. It is important to note that both positive and negative information
could be price sensitive. Employees are encouraged to follow the Code for
Prevention of Insider Trading at all times for compliance and this Code is
available in Wipro’s intranet site.

Wipro prohibits the following actions by employees who are covered under
Wipro’s internal Code for Prevention of Insider Trading;

a. Dealing in the Securities of the Company when in possession of

Unpublished Price Sensitive Information
b. Dealing in Securities of the Company during the period of a “Closed
Trading Window”
c. Making a “short-sale” of the Securities of the Company
d. Communicating, directly or indirectly, any Price Sensitive Information to
any person except as required by or under any Law or if required in the
ordinary course of business provided proper authorization has been
obtained;
e. Counseling or disclosing or communicating (“tipping”) any Price Sensitive
information to any other person (including relatives and friends) which
enables them to use such information to their profit by Dealing in the
Securities of the Company.
f. Counseling as well as expressing opinions or making any
recommendations to any person on the Securities of the Company when
in possession of any unpublished Price Sensitive information.
g. Insider who has inside information must not permit any member of his or
her immediately family or anyone acting on the employee’s behalf or
anyone to whom the employee has disclosed the information, to be in the
market for securities that may be affected by the information.

The Company as well as all Insiders must strictly comply with the following
guidelines for preservation of Price Sensitive Information;

a. Maintain the confidentiality of all Price Sensitive Information.

b. Shall not pass any Price Sensitive Information to any person, directly or
indirectly by way of making a recommendation for purchase or sale of the
Securities.

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 c. Price Sensitive Information must be handled only on a “need to know”
basis.
d. Price Sensitive Information must be disclosed only to those within the
Company;
i. who needs such information to discharge their duty
ii. whose possession of such information will not give rise to a conflict
of interest or appear of misuse of information
e. All Price Sensitive Information directly received by an Insider should
immediately be reported to the head of department.
f. File containing confidential information shall be kept secure.
g. All computer files must have adequate security of ‘login’ and ‘password’,
etc.

All Insiders who do not possess Price Sensitive Information and who intend
dealing in the Securities of the Company which cumulatively and in the
aggregate has a market value exceeding the limit, as prescribed in the
Company’s Internal Code for Prevention of Insider Trading, during the period of
an Open Trading Window, shall be required to obtain Pre-clearance of the
transaction.

Employees must not take unfair advantage of anyone through manipulation,

concealment, misuse of confidential, proprietary or trade secret information,
misrepresentation of material facts, or any other unfair dealing-practices

Employees who are covered under Wipro’s internal code for Prevention of Insider
Trading shall comply with the policy for preservation of price sensitive information
as well as the code for corporate disclosure practices and make mandatory
disclosures to Wipro regarding their shareholding, holding, interest and dealing in
the securities of Wipro. Employees are requested to refer for specific details in
the Internal Code for Prevention of Insider Trading.

As a general rule, employees or directors must not;

a. make any specific statement or disseminate any specific information,

when such a statement or information is likely to affect the trade or market
price of securities.
b. deal in securities, directly or indirectly with the only intention of artificially
raising or depressing the prices of securities and thereby inducing sale or
purchase of securities, or with the only intention of inflating, depressing or
causing fluctuations in the market price of securities
c. indulge in any act which is intended to create a false or misleading
appearance of trading in the securities market or results in reflection of
prices of securities based on transactions that are not genuine trade
transactions

5. POLICY ON INTELLECTUAL PROPERTY

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“Applying Thought” is more than just a byline. Wipro’s employees shall adhere to
it by constantly innovating on processes, products, systems etc. All employees
have an utmost obligation to themselves to identify and protect the intellectual
properties, trade secrets and other confidential information owned by Wipro and
it’s customers or associates because it is critical to our success.

By Intellectual Property Rights (“IPR”) it means generally patented or potentially

patentable inventions, trademarks, service marks, trade names, copyrightable
subject matter, and trade secrets. All employees must be aware of and comply
with Wipro procedures necessary to safeguard these assets, including complying
with any agreement relating to intellectual property and confidentiality signed
upon the commencement of or during employment.

All employees are responsible for complying with the requirements of software
copyright licenses related to software packages used in fulfilling job
requirements.

In addition to protecting Wipro’s own intellectual property rights, Wipro respects

the valid intellectual property rights of others. Employees must use proprietary
material of others only under valid license and only in accordance with the terms
of such a license. Unauthorized receipt or use of the intellectual property of
others may expose Wipro to civil law suits and damages. Employees are advised
to follow all Wipro procedures, including those governing the appropriate
handling of unsolicited intellectual property.

Employees shall not use copyrighted materials without appropriate permission.

Always consult the Legal Department whenever an IPR issue is involved and
employees are not clear on the course of action to be taken. As regards licensed
software or any “free-ware” or “free-trial” third-party software to be downloaded
from the internet, employees are strictly advised to follow the controls and
procedures laid by Wipro. Employees must ensure that Third Party Intellectual
Property could be used only in accordance with the license agreement.
Information/data available in the public domain can be relied on but mere
duplication of the same in any presentation must not be done.

Employees are advised to refer detailed policies as issued by the Information

Risk Management and Policy Compliance Group from time to time.

6. POLICY ON FREE AND FAIR COMPETITION/ANTITRUST

Wipro shall compete only in an ethical and legitimate manner and prohibits all
actions that are anti-competitive or otherwise contrary to laws that govern
competitive practices in the marketplace. As Wipro’s business interests are
spread across the world, Wipro may be subject to competition laws of various
jurisdictions and all employees shall comply with the same. Most countries have

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well-developed bodies of law designed to encourage and protect free and fair
competition. Wipro is committed to adhering to these laws both in letter and spirit.
These laws often regulate Wipro's relationships with its distributors, resellers,
dealers and customers.

Competition laws generally address the following areas: pricing practices

(including price discrimination), allocating customers, bids, territories, refusing to
sell to particular customer or buying from a particular customer, exchange price
information, discounting, terms of sale, credit terms, promotional allowances,
secret rebates, exclusive dealerships or distributorships, product bundling,
restrictions on carrying competing products, termination and many other
practices. Competition laws also govern, usually quite strictly, relationships
between Wipro and its competitors. As a general rule, contacts with competitors
shall be limited and shall always avoid subjects such as prices or other terms and
conditions of sale, customers and suppliers.

Employees, agents or contractors of Wipro must not make any false or

misleading statements regarding its competitors or the products of its
competitors, customers or suppliers. Wipro must not enter into agreements/
discussions with competitors about any matter relating to competition between
Wipro and its competitor, such as sales prices, marketing strategies, market
shares and allocation of market, territories, supply and sources or customers.
Wipro shall not enter into agreements with the competitors that affect prices they
charge, as it may constitute illegal price–fixing which is prohibited under the
competition laws. Wipro shall not enter into any agreements that are in restraint
of trade, prices, quality of products or services or in any manner monopolize any
part of trade or commerce by controlling the supply of a product or service with
the intention to control its price or to exclude competitors from the market.
However, participating with competitors in a trade association or in a standards
creation body is acceptable when the association has been properly established,
has a legitimate purpose, and has limited its activities to that purpose.

Employees must ensure that distributors or agents selling Wipro’s products

entering into any accepted practices, like bundling of products, discounts on the
market price, free gifts etc., shall do so only with the express permission of
Wipro. Wipro and its employees shall not initiate or encourage boycotts of
specific products or services or arbitrary refusal of dealing with designated
customers or suppliers or bids or the intent to bid or even discuss or exchange
information on these subjects. All sales and promotional efforts must be free
from misrepresentations.

Wipro shall sell its products and services on their own merits and not disparage
with competitor’s products or services. Wipro and its employees shall not
conduct themselves in such a manner that is perceived as Industrial espionage
or commercial bribery, “fixing” or “rigging” bids on any competitive sales or
purchases. Wipro and its employees shall not denigrate competitors and their

19
products, and only with care and prudence, make fair and factually based
comparisons on attributes such as price and performance.

Further, employees shall not be encouraged to disclose confidential information

that is associated with his previous employment. Always consult the Legal
Department in case of doubt.

The purpose of this policy is to maintain Wipro's reputation as a lawful competitor

and to help ensure the integrity of the competitive marketplace. Wipro expects its
competitors to respect its rights to compete lawfully in the marketplace, and
Wipro must respect their rights equally. Wipro employees, agents and
contractors may not steal or unlawfully use the information, material, products,
intellectual property, or proprietary or confidential information of anyone including
suppliers, customers, business partners or competitors.

Employees are advised to consult the Legal Counsel when entering into joint
ventures, marketing and distributorship agreements, bundling of goods and
services, acquiring a new product, technology, brand or business.

To ensure that Wipro complies fully with these laws, each of us shall have a
basic knowledge of them and shall involve our Legal Department early on, when
questionable situations arise.

7. FOREIGN CORRUPT PRACTICES ACT (“FCPA”)

COMPLIANCEPOLICY

i) Background and to whom it is applicable

The anti-bribery provisions of the FCPA make it unlawful for a U.S. person, to
make a corrupt payment to a foreign official for the purpose of obtaining or
retaining business for or with, or directing business to any person. Since 1998,
they also apply to foreign firms and persons who take any act in furtherance of
such a corrupt payment within the territory of the U.S.

The FCPA applies to any individual, firm, officer, director, employee or agent of a
firm and any stockholder acting on behalf of a company.

Under the FCPA, the US jurisdiction over corrupt payments to foreign officials
depends upon whether the violator is an “Issuer” or “domestic concern” or a
foreign national or business.

“Issuer” is a corporation that has issued securities registered in the US or who is

required to file reports with the Securities and Exchange Commission (SEC)
(such as Wipro).

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“Domestic concern” is any individual who is a citizen, national or resident of the
U.S. or any corporation, partnership, association, joint-stock company, business
trust, unincorporated organization, or sole proprietorship with its principal place of
business in U.S.

ii) What is prohibited; Criteria applicable

FCPA prohibits paying, offering, promising to pay (or authorizing to pay) money
or anything of value to foreign officials, political parties, political officials or any
candidate for foreign political office with the intent of:

(i) influencing any act or decision;

(ii) inducing the official to do or omit to do any act in violation of his or her
lawful duty;
(iii) obtain any improper advantage; or
(iv) to induce an official to use his or her influence improperly to affect or
influence any act or decision.

A foreign official is any officer or employee of a foreign government, a public

international organization, any department or agency thereof, or any person
acting in an official capacity.

Any payments made in order to assist the firm in obtaining or retaining business
or directing business to any other person will fall foul of this law.

It is to be noted that:

(i) the terms dealing with obtaining or retaining business are interpreted
broadly by the Department of Justice;
(ii) the business to be obtained or retained does not need to be with a
foreign government or foreign government body; and
(iii) an offer or promise to make a corrupt payment can constitute a
violation of this statute; the focus is on intent or purpose of the offer or
payment rather than what actually happens after that.

iii) Third party payments

FCPA prohibits corrupt payments through agencies or intermediaries. It is

important for Wipro to follow the usual business due diligence procedure while
selecting agents or intermediaries to represent Wipro.

iv) Exception

There are exceptions to the above for “facilitating payments” to expedite a routine
administrative action to which a person is otherwise entitled. It is important for

21
employees to understand the difference between a bribe and facilitating
payment.

Bribe Facilitating payment

Corruptly giving a thing of value in
exchange for gaining advantage in
favor of the giver or any other person
(For example: any money, goods or
services provided to a government
official to obtain or retain an advantage
in a contract).
Payment of money to expedite a
routine governmental action to which
the giver is otherwise entitled to (For
example: Paying Fees to a government
even when not required for registration,
permits, visas, licenses, phone service,
utilities supply, police protection, etc).

v) Sanctions

Penalties for violating the FCPA include;

a. Criminal fines imposed on companies up to $2 Million;
b. Criminal fines imposed on individual officers, directors, agents or
shareholders up to $100,000 and imprisonment up to 5 years. (It is
to be noted that there is a possibility that under the Alternative
Fines Act, these fines may be actually quite higher -- the actual fine
may be up to twice the benefit that the defendant sought to obtain
by making the corrupt payment. Any fines imposed on individuals
may not be paid by their employer or principal);
c. Civil penalties of up to $10,000 and additional fines imposed by
courts if the action is due to a SEC enforcement action.

Other than the penalties which may be imposed (as set forth above), there are
several other liabilities that may be faced by a company violating the FCPA,
including:
a. Facing a private cause of action for treble damages under the
Racketeer Influenced and Corrupt Organizations Act (RICO);
b. Being barred from doing business with the Federal government.
(An Indictment alone can lead to suspension of the right to do
business with the government); and
c. Other legal actions: e.g. federal prosecutions under state
commercial bribery statutes, being ruled ineligible to receive export
licenses, and being suspended or barred by the SEC.

Further Information / Questions

Any further information required on this statute is available on the Department of

Justice’s website: http://www.usdoj.gov/criminal/fraud/fcpa/dojdocb.htm

Employees are required to obtain the opinion of the Legal Department before
taking any actions which may be reasonably considered to be in breach of this
statute.

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8. POLICY ON ELECTRONIC RESOURCES USAGE

The purpose of this policy is to make sure that employees utilize electronic
communication devices in a legal, ethical and appropriate manner. This policy
also addresses Wipro’s responsibilities and concerns regarding the proper use of
all electronic communications devices within Wipro including computers, email,
internet connections and intranet and any other public or private networks, voice
mail, video conferencing, facsimiles, telephones, etc.

Electronic resources form the backbone of Wipro and hence norms for their
usage are very important. Employees shall ensure that they use only licensed
software and take regular back-ups of all important data. Wipro reserves the
right to access and monitor all messages and files on its system, including
information regarding employee internet use, as and when deemed necessary
and appropriate.

Employees who receive or notice obscene or inappropriate messages are

needed to report the same immediately to their supervisor or Human Resources
Department. Every employee shall know and comply with these policies as they
relate to the use of computing resources, password protection, information
classification, remote access, network and wireless use. Information security
policies are integral to the COBC.

All employees should ensure that Internet, Email or Instant Messaging

Resources shall not be used for any kind of personal or non-business purposes.
Employees must ensure that content of the text, audio or images that they place,
send or forward over the internet or intranet shall not be fraudulent, obscene or
harassing, not violate or infringe the rights of others or bring disrepute to Wipro
and not have a racial or sexual slur, political or religious solicitations or any other
content that is inappropriate and/or has the potential to cause harm to Wipro.

Employees must not indulge in unlawful activities such as accessing

unauthorized resources, hacking, introducing any computer contaminant or
computer virus, committing acts, which may disrupt use of the resources.
Employees must acknowledge that their misuse of the resources may result in
the violation of Intellectual Property rights of third parties and that all proprietary
material acquired through use of the resources, have been obtained through
valid licenses from the suppliers or proprietors. Employees must acknowledge
that their misuse of the resources may result in the breach of confidentiality with
relation to Wipro or third parties and employees must adhere to all confidentiality
and restriction of publicity obligations.

Information Management Group (IMG) assigned Wipro e-mail address shall be

used for official purposes only. Upon assignment to a client site, the concerned

23
employee must write to mailadmin@wipro.com to dot-forward his/her wipro.com
mail to the client provided e-mail address.

9. POLICY ON PRIVACY AND CONFIDENTIALITY

One of the biggest concerns in the present information technology era is

protection of confidential and personal information that is collected and
disseminated. Wipro understands that protection of all confidential information is
essential. Wipro is committed to protecting business and personal information of
a confidential nature obtained from clients, associates and employees.

“Confidential information” includes but is not limited to the following types of

information (whether or not reduced to writing): Wipro’s trade secrets, inventions,
computer programs and related data and materials, drawings, file data,
documentation, diagrams, specifications, know-how, processes, formulas,
models, flow charts, software completed or in various stages of development,
source codes, object codes, research and development procedures, test results,
marketing techniques, materials and development plans, price lists, pricing
policies, business plans, client lists, vendor lists, client agreements, vendor
agreements, financial information and projections and employee files and other
information related to computer programs, human resources and benefits
systems and content, hypertext, and expert systems activities. Third Party may
also furnish information to Wipro concerning their respective business affairs,
finances, properties, methods of operation or other data which are not in the
public domain and which are proprietary or confidential.

Accordingly, Confidential Information also includes any information described

above which Wipro obtains from a Third Party and treats and/or has an obligation
to treat as confidential or designates as Confidential Information, whether or not
owned or developed by Wipro. Confidential Information also includes all trade
related information, trade secrets, employee related information, strategies,
administration, research in connection with Wipro and commercial, legal,
scientific, technical data that are either provided to or made available to the
employee by Wipro, to facilitate his work, or that the employee is able to know or
has obtained access by virtue of his employment or position with Wipro.

Employee shall never accept information offered by a third party that is

represented as confidential, or which appears from the context or circumstances
to be confidential, unless an appropriate nondisclosure/confidentiality agreement
has been signed with the party offering the information. The Legal Department
can provide nondisclosure agreements to fit any particular situation.

The unauthorized release of confidential information can cause Wipro to lose a

critical competitive advantage, embarrass relationships with customers. All such
confidential information must be accessed, stored, and transmitted in a manner
consistent with Wipro’s policies and procedures. The inappropriate release of

24
such confidential information may diminish Wipro’s rights to such information,
provide implied rights to others without our knowledge. Employees ensure that
they disclose confidential information only to those persons who are authorized
to receive such information and that too only on a need-to-know basis.
Employees shall ensure necessary confidentiality agreements are in place prior
to sharing or disclosing any confidential information with a third party.

Employees who have access to proprietary and confidential information must

take every precaution to keep it confidential. Every employee shall protect the
reputation of Wipro, its employees and its products.

10. POLICY ON EMPLOYMENT, WIPRO’S EQUAL EMPLOYMENT

OPPORTUNITY, POLICY PROHIBITING DISCRIMINATION &
HARASSMENT

Wipro is committed to the highest standards of openness, probity and

accountability. Wipro’s greatest asset is its employees. Wipro is committed to
attracting, retaining, and developing the highest quality and most dedicated work
force possible in today's market. Wipro strives to hire and promote people on the
basis of their qualifications, performance, and abilities, and is determined to
provide a work environment free of any form of illegal discrimination both direct
and indirect, including, but not limited to, sexual harassment. Further, Wipro is
committed to maintaining a workplace where each employee's privacy and
personal dignity are respected and protected from offensive or threatening
behavior including violence.

Wipro endeavors to offer equality of opportunity to all employees and not to

engage in or support discrimination in hiring, compensation, access to training,
promotion, termination or retirement based on ethnic and national origin, race,
caste, religion, disability, age, gender or sexual or political orientation. Only
exception to this rule is where we are required under the law to have localization
obligations or to adopt affirmative action in a particular geography.

All employees shall ensure that the concepts of equal employment opportunity
and non-discrimination are well understood, abided by and carried out by
everyone. Any employee with questions or concerns about any type of
discrimination in the workplace is encouraged to bring the issue to the attention
of his / her immediate supervisor or the head of the concerned business unit.

Wipro perceives harassment as a form of discrimination that is offensive,

undermines the integrity of employment relationships and causes serious harm to
the productivity, efficiency and stability of the organisation. Harassment may
include (but is not limited to) making unwelcome sexual advances, sending or
displaying obscene or racist materials, or sending or telling offensive jokes or
comments, verbally or otherwise. Harassment can be verbal, physical or visual

25
behavior where the purpose or effect is to create an offensive, hostile or
intimidating environment. Wipro endeavors to ensure a congenial environment
where employees can work without any inhibition and contribute their best
without fear or favour. Any employee who engages in such prohibited conduct
will be subject to disciplinary action.

Employees shall refrain from taking discriminatory actions or decisions which are
contrary to the letter or spirit of COBC.

If employees believe that they have witnessed or are being subjected to

discrimination or harassment, they shall immediately report the matter using the
reporting procedures as mentioned in COBC. Wipro views reports of retaliation
seriously. Anyone found to have retaliated against another individual will face
disciplinary action.

In addition, the Company will not tolerate sexual harassment by or against third
parties on the Company’s premises.

Employees are encouraged to raise concerns internally and at a high level and to
disclose information, which the individual believes shows impropriety, abuse or
wrongdoing.

What constitutes Harassment?

Conduct of a physical, verbal or non-verbal nature when

a. it is unwanted; and/or
b. it has the purpose or effect of violating another’s dignity or creating an
intimidating, hostile, degrading, humiliating or offensive environment for
another; and/or · submission to such conduct is implicitly or explicitly a term or
condition of an individual's continued employment; and/or
c. submission to such conduct is implicitly or explicitly a term or condition for
decisions which could affect promotion, salary or any other job condition;
and/or
d. such behaviour creates an intimidating, hostile or offensive work environment
for one or more individuals.

Harassment may constitute discrimination if it is based on race, colour, gender,

sex national origin, religion or philosophical belief or on any other discriminatory
basis not authorized by law , it is then unlawful.

Types of Sexual Harassment?

Conduct Constituting Prohibited Sexual Harassment May be Classified in

Two Ways:

26
1. Quid Pro quo sexual harassment is defined as sexual advances, requests for
sexual favors, and/or verbal or physical conduct of a sexual nature when
submission to such conduct is either explicitly or implicitly:
a. a condition for advancement
b. a factor in performance evaluation
c. a condition for receiving any benefit given by the Company

2. Hostile Environment sexual harassment is defined as sexual advances,

requests for sexual favors, and/or verbal or physical conduct of a sexual nature,
when such conduct is unwelcome to the person to whom it is directed or to
others directly aware of it and when such conduct is:

a. Intimidating, threatening or offensive; and

b. Sufficiently severe, persistent, and pervasive enough to interfere with an
employee’s work environment.

A hostile environment may be created through either verbal or nonverbal acts:

Verbal conduct of a sexual or racial nature or relating to disability or sexual

orientation, unwelcome advances, propositions or pressure for sexual activity,
offensive flirtations, lewd comments or abusive language which denigrates or
ridicules, insults which are gender or race-related or which relate to sexual
orientation (including racist or sexist name-calling) and offensive comments
about dress, appearance or physique, and the writing and/or sending of written
materials, including e-mails, of an offensive nature and includes verbal and
written harassment through jokes, racist remarks, offensive language, gossip and
slander, threats and letters.

Non-verbal conduct of a sexual or racial nature or relating to disability or sexual

orientation - the display of pornographic or sexually suggestive pictures,
offensive objects or written materials, the display of sexually or racially offensive
written or visual material, hostility to employees on the grounds of their race or
gender or disability or sexual orientation or other unacceptable non-verbal
conduct which denigrates a person

Employees must ensure that:

a. they co-operate with any measures introduced to develop equal
opportunities;
b. they respect the sensitivities of others. Note that political beliefs are not
covered in this policy
c. they refrain from taking discriminatory actions or decisions which are
contrary to the letter or spirit of this policy and for employees of
managerial status that they ensure that
d. those who report to them also comply with the policy. They do not
instruct, induce or attempt to induce or pressurize other employees to
act in breach of this policy.

27
Breaches of Company’s equal opportunities policy and procedures will result in
Company’s disciplinary procedure being invoked against the individuals
responsible or involved.

10a. Drugs and Alcohol

Any employee, who is found to be under the influence of or using, or possessing

illegal drugs on Wipro or customer premises or while conducting Wipro’s
business, is subject to disciplinary action, including possible termination. While
conducting Wipro’s business, employees are advised not to be under the
influence of alcohol or other similar substances or improperly use medication in
any way that could diminish — or raise questions concerning —ability to perform
their job or result in their doing things that might be harmful to Wipro.

11. POLICY ON SEPARATION

Employees will retire from the services of Wipro on completion of 58 years of age
or in accordance with the law for the time being in force in the country of
employment. In India, the retirement age is 60 years in case of a person engaged
in the management category prior to January 1, 1967 or promoted to
management category prior to June 1, 1975. Employee will retire on the last day
of the month in which he/she attains the age of retirement as above. Employees
leaving Wipro other than on normal retirement are required to serve a notice to
Wipro for the period specified in their employment contract or as applicable to
their class. The Human Resource representative or any other manager, who is
requested to do it, shall conduct a structured exit interview in the week prior to
employee’s final settlement. The finding at the interview is to be recorded and
filed in the employee’s folder.

Employees shall not be eligible to take any leave or sponsorship for training and
development programs and trade fairs is during the notice period. However,
leave based on merits and within reasonable limit may be provided, subject to
eligibility, by appropriate authority.

Any employee may be terminated from service for grave misconduct, illegal
activities or integrity lapse by the appropriate authority after an enquiry
conducted in accordance with principles of natural justice.

12. POLICY ON MEDIA AND ADVERTISEMENT

To facilitate the achievement of our vision, apart from achieving our business
plans, it is necessary to communicate our achievements and plans in the most

28
effective manner through the media to our investors, customers, both, existing
and potential, and to the community at large in which Wipro operates. This policy
is important not only from the context of evolving and maintaining an effective
relationship with the media but also for legally safeguarding the information
released to the media. Securities laws require fair public disclosure of information
concerning publicly-traded companies, such as Wipro, with serious penalties for
companies and individuals who violate these requirements. Indian and US Stock
Exchange Listing Agreements also govern the transmission of information about
Wipro to outside parties.

If employees are contacted for an interview, comments, or other information by

the media, employee must refer them to Corporate Communications. If
employees are contacted by a securities analyst, investor, or other third party,
employees must refer them to Investor Relations. In this context it is important
that all statements to the media shall be true and fair, for which purpose each
business unit and division shall have selected persons who are authorized to
speak to media on identified subjects. Disclosure of forward looking statements
shall be combined with cautionary statements. Employees shall ensure prior
approval of customers, vendors, etc., if reference is made about such customers
or vendors. Employee must not disclose any information to media which could
bring disrepute to Wipro.

ADVERTISEMENT: Wipro acknowledges that advertising is an essential

instrument for effective brand building and communicating with the consumers. In
accordance with Wipro’s corporate philosophy it is necessary to ensure that all
advertisements of Wipro’s products and services are done ethically and in a
legitimate manner. Advertising must not misrepresent, nor deceive or be likely to
mislead the consumer, as to the character, quantity, composition or safety of the
product advertised. Wipro requires every employee to protect all trademarks,
brand names and other proprietary material of Wipro and of third parties.
Employees are required to abide by the policies and guidelines issued by the
Corporate Brand of Wipro as necessary. Wipro shall not disparage products or
services of competitors and shall avoid political or religious remarks in
advertisements.

13. POLICY ON ENVIRONMENT, HEALTH AND SAFETY

Wipro takes environmental consciousness a step further. Wipro believes that

employees in Wipro are environment conscious and contribute to preserving
nature (at a higher level) as well as danger-proofing our own respective work
areas. All of us are responsible for conducting safe and environmentally sound
operations. Fundamentally, this is in the interest of our own and other’s quality of

29
life. There is a direct impact on the environment through our daily consumption
needs of natural resources via energy, water & other inputs in our process.

Wipro recognizes its responsibility as a global citizen to assess and minimize the
impact of its business activities to reduce environmental impact and protecting
eco-systems upon which all life depends, while advancing economic
development.

Eco policies not only indicate positive environmental stewardship, but also
present business opportunities such as innovative products and investments in
sustainable forestry and renewable energy.

Environment performance and Corporate Social Responsibility is an integral part

of our “Spirit of Wipro”. To accomplish this, we will;

a. comply with all applicable environment and related laws, regulations,

codes of practices and other requirements
b. take appropriate measures to identify, assess and manage the
environment impacts of our existing and planned operations
c. drive ecological sustainability in every dimension through carbon
consumption foot print reduction, Positive water balance, Sustainable
Waste management and preserving bio diversity.
d. Build active and long term partnerships with the communities in which we
operate to improve condition of the most disadvantaged amongst them
e. Conduct business that achieves a balance or integration of economic,
environmental and social imperatives while at the same addressing
stakeholder expectations.
f. Ensure seamless integration of marketplace, workplace, environment and
community concerns with business operations in order to support
sustainable development and enhance our performance on the triple
bottom line.

As regards Health & Safety, Wipro promotes employee well-being as a strategic

value and fundamental component in its success and is considered more than a
traditional occupational health and safety. Wipro takes appropriate measures to
prevent workplace injuries and ill health and to provide employees with a safe
and healthy working environment by considering evolving industry practices and
societal standards of care. Wipro assesses and manages the Health and Safety
impacts and eliminate unreasonable risks of its existing, new activity or project,
design and production of products & services.

14. POLICY ON MAINTAINING/MANAGING RECORDS

The purpose of this policy is to set forth and convey Wipro's business and legal
requirements in managing records, including all recorded information regardless
of medium or characteristics. Records include paper documents, CDs, computer

30
hard disks, email, floppy disks, microfiche, microfilm or all other media. Wipro is
required by the central, local, state, federal, foreign and other applicable laws,
rules and regulations, to retain certain records and to follow specific guidelines in
managing its records. Civil and criminal penalties for failure to comply with such
guidelines can be severe for employees, agents, contractors and Wipro, and
failure to comply with such guidelines may subject the employee, agent or
contractor to disciplinary action, up to and including termination of employment or
business relationship at Wipro's sole discretion.

15. POLICY ON RECORDS ON LEGAL HOLD

A legal hold suspends all document destruction procedures in order to preserve

appropriate records under special circumstances, such as litigation or
government investigations. Wipro's Legal Department determines and identifies
what types of Wipro records or documents are required to be placed under a
legal hold. Every Wipro employee, agent and contractor must comply with this
policy. Failure to comply with this policy may subject the employee, agent or
contractor to disciplinary action, up to and including termination of employment or
business relationship at Wipro's sole discretion. Wipro's Legal Department will
notify employees if a legal hold is placed on records for which they are
responsible. If employees have any questions about this policy they shall contact
Wipro's Legal Department.

16. POLICY ON EXPORT CONTROLS

A number of countries maintain controls on the destinations to which products or

software may be exported. Some of the strictest export controls are maintained
by the U.S. against countries that the U.S. government considers unfriendly or as
supporting international terrorism. The U.S. regulations are complex and apply to
both, exports from U.S. and to exports of products from other countries, when
those products contain U.S. origin components or technology. Software created
in U.S. is subject to these regulations even if duplicated and packaged abroad. In
some circumstances, an oral presentation containing technical data made to
foreign nationals in the U.S. may constitute a controlled export. The Legal
Department can provide employees with guidance on which countries are
prohibited destinations for Wipro products or whether a proposed technical
presentation to foreign nationals may require a U.S. Government license.

17. POLICY ON CONFIDENTIAL INFORMATION

i) Appropriate Nondisclosure Agreements.

Confidential information may take many forms. An oral presentation about a

Wipro's product development plans may contain protected trade secrets. A
customer list or employee list may be a protected trade secret. A demo of an
alpha version of Wipro's new software may contain information protected by

31
trade secret and copyright laws. Employees shall never accept information
offered by a third party that is represented as confidential, or which appears from
the context or circumstances to be confidential, unless an appropriate
nondisclosure agreement has been signed with the party offering the information.
Employees shall be aware of guidelines concerning third-party confidential
information.

The Legal Department can provide nondisclosure agreements to fit any particular
situation, and will coordinate appropriate execution of such agreements on behalf
of Wipro. Even after a nondisclosure agreement is in place, employees shall
accept only the information necessary to accomplish the purpose of receiving it,
such as a decision on whether to proceed to negotiate a deal. If more detailed or
extensive confidential information is offered and it is not necessary, for
employee’s immediate purposes, it shall be refused.

ii) Need-to-Know.

Once a third party's confidential information has been disclosed to Wipro, Wipro
and its employees have an obligation to abide by the terms of the relevant
nondisclosure agreement and limit its use to the specific purpose for which it was
disclosed and to disseminate it only to other Wipro employees with a need to
know the information.

iii) Notes and Reports.

When reviewing the confidential information of a third party under a

nondisclosure agreement, it is natural to take notes or prepare reports
summarizing the results of the review and, based partly on those notes or
reports, to draw conclusions about the suitability of a business relationship.
Notes or reports, however, can include confidential information disclosed by the
other party and so shall be retained only long enough to complete the evaluation
of the potential business relationship. Subsequently, they shall be either
destroyed or turned over to the Legal Department for safekeeping or destruction.
They shall be treated just as any other disclosure of confidential information is
treated: marked as confidential and distributed only to those Wipro employees
with a need to know.

iv) Competitive Information.

Employees shall never attempt to obtain a competitor's confidential information

by improper means, and employees shall especially never contact a competitor
regarding their confidential information. While Wipro may, and does, employ

32
former employees of competitors, it recognizes and respects the obligations of
those employees not to use or disclose the confidential information of their
former employers. Wipro does not encourage any comparison to any of its
competitors that are not substantiated or accurate and is misleading. Certain
countries prohibit comparative advertising. It is important to take extra care when
dealing with competitors. It is inevitable that the employees and competitors will
from time to time, meet, talk and attend the same industry or association
meetings. Many of these contacts are perfectly acceptable as long as established
procedures are followed. Acceptable contacts include; sales to other companies
in our industry and purchases from them; approved participation in joint bids; and
attendance at business shows, standard organization and trade associations. In
all contacts with competitors, do not discuss pricing policy, contract terms, costs,
inventories, marketing and products plans, surveys and studies and other
proprietary and confidential information. Discussion of these subjects or
collaboration on them with competitors can be illegal. In summary, employees
shall disassociate themselves and Wipro from participation in any possible illegal
activity with competitors; confine communication to what is clearly legal and
proper.

18. POLICY ON SELECTING SUPPLIERS

Wipro's suppliers make significant contributions to our success. To create an

environment where our suppliers have an incentive to work with Wipro, they must
be confident that they will be treated lawfully and in an ethical manner. Wipro's
policy is to purchase supplies based on need, quality, service, price and terms
and conditions. Suppliers shall be selected based on merit, price, quality and
performance. Wipro's policy is to select significant suppliers or enter into
significant supplier agreements through a competitive bid process where
possible. The confidential information of a supplier is entitled to the same
protection as that of any other third party and must not be received before an
appropriate nondisclosure agreement has been signed. Wipro may not establish
a business relationship with any supplier if its business practices violate local
laws or environmental protection. All supplier relationships shall be by way of
appropriate written contracts.

19. POLICY ON LOBBYING

Employees, agents or contractors whose work requires lobbying communication

with any member or employee of a legislative body or with any government
official or employee in the formulation of legislation must have prior written
approval of such activity from Wipro's CFO. Activity covered by this policy
includes meetings with legislators or members of their staffs or with senior
executive branch officials. Preparation, research, and other background activities
that are done in support of lobbying communication are also covered by this
policy even if the communication ultimately is not made.

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Examples of lobbying activities

The list is not exhaustive but it is intended to provide general, practical guidance.
Lobbying activities include oral, written or electronic communications to a
government official or government employee regarding:

(i) Formulation, modification, or adoption of a legislation, rule, regulation,

executive order, policy or position of the Government; or

(ii) The administration or execution of a legislative program or policy; and the

nomination or confirmation of a person to the government.

Lobbying activities do not include:

(i) A speech, article, publication or other material that is distributed and made
available to the public through a medium of mass communication; or

(ii) Request for a meeting, a request for the status of an action, attending a
meeting upon a request of an administrative body, or other similar
administrative request; and

(iii) Information provided in writing in response to an oral or written request, or

in response to a request for public comments in any registers of the
government departments.

20. POLICY ON GOVERNMENT CONTRACTS

Wipro's policy is to comply fully with all applicable laws and regulations that apply
to government contracting. It is also necessary to strictly adhere to all terms and
conditions of any contract with central, local, state, federal, foreign or other
applicable governments. Wipro's Legal Department shall review and approve all
contracts with any government entity.

21. POLICY ON ELIMINATION OF CHILD LABOUR.

Wipro’s policy is not to support child labour. Wipro is committed to implementing

the provisions of the Child Labour (Prohibition and Regulation) Act, 1986. Wipro
is aware of social reality of the existence of child labour and recognizes that this
evil cannot be eradicated by simply setting up rules or inspections. Towards this
end, Wipro is committed to work in a pro-active manner to eradicate child labour
by actively contributing to the improvement of children's social situation. To
promote this, Wipro encourages its suppliers also to work towards a no child-
labour policy. As part of its efforts to eliminate the evil of child labour, Wipro
encourages the employment of the parents of such children to secure the
existence of the family and the education of the children. Wipro supports the use

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of legitimate workplace apprenticeship, internship and other similar programs that
comply with all laws and regulations applicable to such programs.

22. POLICY ON ANTI-BOYCOTT

A foreign country or an entity associated with a country could make a request to

support a boycott in a bid invitation, purchase order or contract, letter of credit or
orally in connection with a transaction or in a number of ways. If employees hear
of a boycott or receive a request to support a boycott or to provide information
related to a boycott, employees shall contact their manager or the Legal
Department of Wipro.

Anti-boycott requests include but shall not be limited to prohibiting from engaging
in:

(i) Agreements to refuse or actual refusal to do business with or in Israel or

with blacklisted companies.

(ii) Agreements to discriminate or actual discrimination against other persons

based on race, religion, sex, national origin, or nationality.

(iii) Agreements to furnish or actual furnishing of information about business

relationships with or in Israel or with blacklisted companies.

(iv) Agreements to furnish or actual furnishing of information about the race,

religion, sex, or national origin of another person

Examples of Anti-Boycott

Below are examples of anti-boycott activities. The list is not exhaustive but it is
intended to provide general, practical guidance.

(i) Certificate of origin

"Invoices must be endorsed with a certificate of origin stating that goods are not
of Israeli origin, do not contain any Israeli material, and are not shipped from any
Israeli port."

(ii) Contracts

"Vendor shall comply with the Israel boycott laws in performing their contractual
obligations."

(iii) Instructions to bidders on a contract

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"No produced commodity shall be eligible for financing if such commodity
contains any component or components that were imported into the producing
country from Israel and countries not eligible to trade with the People's Republic
of Bangladesh. Suppliers/bidders that are not blacklisted by the Arab boycott of
Israel will be allowed to participate in this bid."

(iv) Tender

"The supplier must comply with the Israel boycott conditions."

23. POLICY ON FREEDOM OF ASSOCIATION.

Wipro respects the legal rights of its employees to form and join or to refrain from
joining trade unions as guaranteed under the applicable legislations. It is Wipro’s
expectation that its suppliers would also do the same. Wipro always encourages
and promotes favorable employment conditions to promote positive relationships
between employees and managers, to facilitate employee communications, and
to support employee development.

24. POLICY ON ABOLITION OF FORCED LABOUR.

Wipro strictly prohibits forced or compulsory labour. Wipro is committed to

ensuring that employees enter into employment and stay on in Wipro out of their
own free will. Wipro also insists that its suppliers prohibit forced labour or other
compulsory labour in any of their operations.

25. GENERAL

i) Waivers

Any waiver of any provision of this COBC for a member of Wipro’s Board of
Directors or an executive officer must be approved in writing by Wipro’s Board of
Directors and promptly disclosed. Any waiver of any provision of this COBC with
respect to any other employee, agent or contractor must be approved in writing
by Wipro’s General Legal Counsel.

ii) Complaints

a. Anonymous complaints

This policy encourages an employee to put his/her name to any disclosures

he/she makes. Any malpractice, impropriety, abuse and wrongdoing (hereinafter
referred to as “Concern”) expressed anonymously are much less credible, but
they may be considered for further action at the sole discretion of Wipro.

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b. Good faith complaints

Every employee has a duty to read and understand the policies, raise queries
and report any violation of policies. If an employee makes an allegation in good
faith, which is not confirmed by subsequent investigation, no action will be taken
against that employee. In raising the Concern the employee shall exercise due
care to ensure the accuracy of the information.

iii) Maintaining confidentiality of the Concern

The employee making the disclosure of Concern as well as any of the persons to
whom the Concern has been disclosed or any of the persons who will be
investigating or deciding on the investigation, shall not make public the Concern
disclosed except with the prior written permission of the Audit Committee.
However, this restriction shall not be applicable if any employee is called upon to
disclose this issue by any judicial process and in accordance with the laws of
land.

iv) Disciplinary actions

Wipro will take appropriate disciplinary action against any employee, agent,
contractor or consultant whose actions are found to violate these policies or any
other policies of Wipro. Disciplinary actions may include immediate termination of
employment or business relationship at Wipro's sole discretion. Where Wipro has
suffered a loss, it may pursue remedies available to it in law, against the
individuals or entities responsible. Where laws have been violated, Wipro will
cooperate fully with the appropriate authorities.

v) Retaliatory acts

It is a violation of the policy to engage in retaliatory acts against any employee

who reports an incident of alleged harassment including sexual harassment, or
any employee who testifies, assists or participates in a proceeding, investigation
or hearing relating to such allegation of harassment. Employees who believe they
have been retaliated against because of testifying, assisting or participating in
proceeding, investigation, or hearing relating to an allegation of harassment, shall
meet with and seek the advice of the Ombudsperson, whose responsibilities
include handling retaliation. If an employee believes that he/she has been
retaliated against in the form of an adverse personnel action for disclosing the
Concern under the policy he/she may file a written Concern to the
Ombudsperson requesting an appropriate remedy. For the purposes of this
policy an adverse personnel action shall include a disciplinary suspension; a
decision not to promote; a decision not to grant a salary increase; a decision not
to hire; a termination; an involuntary demotion; rejection during probation; a
performance evaluation in which the employee's performance is generally
evaluated as unsatisfactory; an involuntary resignation; an involuntary retirement;

37
an involuntary reassignment to a position with demonstrably less responsibility or
status as compared to the one held prior to the reassignment; or an unfavorable
change in the general terms and conditions of employment.

vi) Accountability

The Board of Directors shall oversee Wipro’s adherence to ethical and legal
standards. All employees including the finance people and the members of the
Board of Directors shall undertake to stop or prevent actions that could harm
customers, the system or reputation of Wipro and to report such actions as soon
as they occur.

26. REPORTING PROCEDURE FOR A QUERY/CONCERN

27. METHOD TO RAISE A QUERY/ CONCERN:

Query/Concern is to be disclosed through e-mail, telephone, fax or any other

method.

Whenever you have a query or concerns about any malpractice, impropriety,

abuse or wrongdoing (Concern) there are three processes wherein complaints
can be directed.

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They are:

Process A:
a. An Employee's Supervisor or
b. Supervisor’s Suprvisor or
c. Human Resources Head of the local office of the Business Unit;
d. Any member of Senior Management;
e. The Chief Legal Officer of the BU and/or
f. The Company’s Ombudsprocess
g. The Hotline

Concerns raised to the above mentioned people can be either decided by them
or they could decide whether the issue is a query or a Concern. If the issue is a
query then the matter would be forwarded to the
policy.clearinghouse@wipro.com and if the issue does not relate to sexual
harassment then forward the issue to the Ombudsperson. If the issue deals with
sexual harassment then the same would be sent to the Prevention of Sexual
Harassment Committee (PSHC).

Process B
a. Ombudsperson
b. PSHC.

Concerns could be raised directly to either the Ombudsperson or the PSHC. On

receiving a concern, the committee would attempt to decide it or decide first of all
whether the concern is a query. If the issue in hand is a query, it would be
forwarded to the policy.clearinghouse@wipro.com and if it is a Concern, then
the same would be decided by the Ombudsperson provided the Concern does
not involve sexual harassment, as all sexual harassment cases are dealt with the
PSHC.

Process C

Audit Committee.

Concerns can be raised directly to the Audit Committee. Mails could be sent to
audit.committee@wipro.com. Here again the Audit Committee may decide the
issue or decide if it is a query. If a query then the matter would be sent to the
policy.clearinghouse@wipro.com. If a sexual harassment case then the Audit
Committee would forward the Concern to the PSHC. If the matter in hand is
based on general harassment it shall decide the matter.

Contact details of Ombudspersons and members of the Prevention of Sexual

Harassment Committee (“PSHC”) are detailed in Annexure A.

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DISCLAIMERS:

THE COBC IS INTENDED SOLELY AS A GUIDE. THE LANGUAGE USED IN

THE HANDBOOK SHALL NOT BE CONSTRUED AS CREATING A
CONTRACT OF EMPLOYMENT BETWEEN WIPRO AND ANY OF ITS
EMPLOYEES. WIPRO EXPRESSLY RETAINS THE RIGHT TO
UNILATERALLY MODIFY OR AMEND THIS CODE, AT WIPRO’S SOLE
DISCRETION, WITH OR WITHOUT NOTICE TO THE EMPLOYEES.

DISCIPLINARY ACTION/TERMINATION:

PROCEDURES FOR IMPLEMENTATION OF THE POLICIES SHALL NOT BE

CONSTRUED AS PREVENTING, LIMITING OR DELAYING WIPRO FROM
TAKING ANY DISCIPLINARY ACTION, INCLUDING IMMEDIATE
DISCHARGE, IN CIRCUMSTANCES WHERE WIPRO DEEMS SUCH
ACTIONS APPROPRIATE.

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 ANNEXURE A

PREVENTION OF SEXUAL HARASSMENT COMMITTEE (PSHC) MEMBERS:

Corporate SANDHYA RANJIT Sandhya.ranjit@wipro.com

Wipro
SUNITA CHERIAN Sunita.cherian@wipro.com
Technologies
Wipro
SIMI CHAUDHARY simi.choudhury@wipro.com
Technologies
Wipro
AMRITA SAMUEL amrita.samuel@wipro.com
Technologies
Wipro
CHARUMATI KAPUR Charumati.kapur@wipro.com
Technologies (US)
Wipro
SURAJ SHIRSAT suraj.shirsat@wipro.com
Technologies (US)
Wipro
Technologies ROZY CONTRACTOR Rozy.contractor@wipro.com
(Europe)
Wipro BPO RICHA TRIPATHI Richa.tripathi@wipro.com
Wipro Infotech PREYA KAMAT PAL Preya.pal@wipro.com
Wipro Consumer
MOHINI GUPTA mohini.gupta@wipro.com
Care and Lighting
External Member TASQEEN MACHIVALA tasqeenm@hotmail.com

OMBUDS TEAM:
Alexis Samuel Corporate, Functions alexis.samuel@wipro.com
RCTG, MFG & HLS, E&U,
Subbarao Tangirala Service Lines & Europe subbarao.tangirala@wipro.com
Finance, TMT, Japan, CTO,
S Mohan Rao CIO mohan.srao@wipro.com
Timothy Matlack Americas Geography timothy.matlack@wipro.com
Alok Jain Wipro BPO Alok.Jain@wipro.com
Raghavendra Prakash S Wipro Infotech prakash.srp@wipro.com
Wipro Consumer Care &
Krishna R Kulkarni Lighting kulkarni.krishna@wipro.com
Wipro Infrastructure
Sunil Rajagopalan Engineering sunil.rajagopalan@wipro.com
Suchitra Babu Ombuds Administration suchitra.babu@wipro.com

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